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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2024 (May 2, 2024)

________________________________________________


WOLVERINE WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)

Delaware

001-06024

38-1185150

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

9341 Courtland Drive N.E.

Rockford

Michigan

49351

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (616) 866-5500

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $1 Par Value	WWW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 5.07			Submission of Matters to a Vote of Security Holders.

On May 2, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s shareholders voted upon four proposals at the Annual Meeting and the final results of the shareholder vote on each proposal were as follows:

Proposal 1: Election of Directors for Terms Expiring in 2027

The shareholders elected three candidates nominated by the Board of Directors to serve as directors of the Company for three-year terms expiring at the annual meeting of shareholders to be held in 2027 or until their respective successors, if any, have been elected and qualified. The following sets forth the results of the voting with respect to each candidate:


Candidate	For	Against	Abstentions	Broker Non-Votes
Brenda J. Lauderback	63,286,421	5,966,181	46,481	5,382,520
Stacia Andersen	68,679,735	569,895	49,453	5,382,520
DeMonty Price	67,787,090	1,460,504	51,489	5,382,520

Proposal 2: Advisory Resolution to Approve Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the Proxy Statement for the Annual Meeting. The following sets forth the results of the voting with respect to this proposal:


For	Against	Abstentions	Broker Non-Votes
64,771,920	4,354,364	172,799	5,382,520

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The following sets forth the results of the voting with respect to this proposal:


For	Against	Abstentions
72,476,170	2,142,444	62,989

The proposal to ratify the appointment of Ernst & Young LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.

Proposal 4: Approval of Stock Incentive Plan of 2024

The shareholders approved the Wolverine World Wide, Inc. Stock Incentive Plan of 2024. The following sets forth the results of the voting with respect to this proposal:


For	Against	Abstentions	Broker Non-Votes
54,166,618	15,016,648	115,817	5,382,520

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 7, 2024			WOLVERINE WORLD WIDE, INC. (Registrant)


			/s/ Michael D. Stornant
			Michael D. Stornant
			Executive Vice President, Chief Financial Officer and Treasurer